ACTION BY CHURCHES TOGETHER BY-LAWS

Revised and approved by the ACT Alliance Governing Board on 10 December 2020

SECRETARIAT: 150, route de Ferney, P.O. Box 2100, 1211 2, Switz. TEL.: +4122 791 6434 – FAX: +4122 791 6506 – www.actalliance.org

ACT Alliance By-laws – revised 2020

Article 1 – Organisation and Principles

ACT Alliance - Action by Churches Together (hereafter ACT Alliance) is a global alliance of Protestant and Orthodox churches and church-related organisations engaged in humanitarian, development and advocacy work in the world to create positive and sustainable change in the lives of poor and marginalised people regardless of their religion, politics, gender, sexual orientation, race or nationality. ACT Alliance is a non-profit association governed by its statutes and registered in Geneva, , in accordance with Article 601 and following of the Swiss Civil Code. ACT Alliance has a decentralised secretariat located in different countries.

The ACT Alliance “Founding Document” from February 2009, is the core document of the ACT Alliance. It outlines ACT’s vision, mission, objectives and member commitments. The document provides details of ACT membership criteria and obligations, the roles and responsibilities of the ACT secretariat, Governing Board and Executive Committee, among other issues. The ACT Alliance Statutes and By-laws complement it.

Vision Statement United in the common task of all Christians to manifest God’s unconditional love for all people, the ACT Alliance works towards a world community where all God’s creation lives with dignity, justice, peace and full respect for human rights and the environment.

Mission Statement As churches and church-related organisations, we work together for positive and sustainable change in the lives of people affected by poverty and injustice through coordinated and effective humanitarian, development and advocacy work.

Statement of Commitment ACT Alliance members are bound together by several core values that are grounded in our Christian faith and which guide our humanitarian, development and advocacy work. These are reflected in the mission documents of the ACT Alliance, namely the Statutes, Mission Statement and By-laws.

Article 2 – Purpose of the By-laws

The purpose of these By-laws is to regulate the organisation and functioning of the alliance to achieve the greatest transparency, effectiveness, motivation, supervision and control regarding the Governing Board's functions of management and representation of the alliance interests.

Article 3 – Quality and Accountability

There are a number of overarching standards and commitments all ACT members are obliged to adhere to, irrespective of their areas of work. The members of the ACT Alliance are signatories to all ACT mandatory

1 Art. 60: 1 Associations with a political, religious, scientific, cultural, charitable, social or other non-commercial purpose acquire legal personality as soon as their intention to exist as a corporate body is apparent from their articles of association. 2 The articles of association must be done in writing and indicate the objects of the association, its resources and its organisation.

SECRETARIAT: 150, route de Ferney, P.O. Box 2100, 1211 Geneva 2, Switz. TEL.: +4122 791 6434 – FAX: +4122 791 6506 – www.actalliance.org 2

ACT Alliance By-laws – revised 2020

standards as stated in the ACT Quality and Accountability Framework. They include, among others, the Code of Conduct (principles of the Code of Conduct for the International Red Cross and Red Crescent Movement and NGOs in Disaster Relief), the ACT Code of Good Practice, the Core Humanitarian Standard (CHS) and the Humanitarian Charter and Minimum Standards in Disaster Relief (SPHERE).

Each ACT member carries full responsibility for its work and is accountable to its own Governing Board. At the global level, the ACT secretariat facilitates and coordinates the work of ACT members to realise the objectives and functions of the ACT Alliance. The ACT secretariat is, through its general secretary, accountable to the ACT Governing Board. ACT reference groups and communities of practice support the alliance in the areas of humanitarian, development and advocacy, operating in line with ACT Alliance procedures. ACT forums coordinate work across members at the national and regional level (where such exist) and encourage implementation of good practice.

Article 4 – Membership

ACT statutes govern the general principles and criteria related to ACT membership, including admission, suspension and exclusion. A Membership and Nominations Committee considers all applications and makes recommendations to the Governing Board for approval. The Governing Board has the right to reject any application for membership. ACT Alliance membership takes effect once the membership or observer agreement is signed by the applicant organisation.

Where a church has its own department or specialised ministry for humanitarian assistance and/or development, it is preferred that the department or ministry will represent the Church in the ACT Alliance.

Article 5 – ACT Alliance Governance Structure a. Objectives of the Governance Structure

The governance and management structure has been developed to enable the ACT Alliance to meet its overall objectives. In addition, this structure will:

 Enable the ACT Alliance and the staff to adequately address the specific requirements and needs of development, humanitarian and advocacy work according to their nature and at the same time ensure coherence and professionalism.  Be equally owned by the “Global South” and “Global North”.  Take account of the obligation to ensure good stewardship of funds by minimising the costs of the governance and management structure.  Promote the • participation of members from all regions • participation of women and youth • ownership of the ACT Alliance • commitment to the ACT Alliance • coherence and inter-relationship of humanitarian, development and advocacy work

SECRETARIAT: 150, route de Ferney, P.O. Box 2100, 1211 Geneva 2, Switz. TEL.: +4122 791 6434 – FAX: +4122 791 6506 – www.actalliance.org 3

ACT Alliance By-laws – revised 2020

b. The Governing Board

The Governing Board has the overall responsibility for the governance of the ACT Alliance between general assemblies.

The Governing Board is comprised of twenty-two people from different regions with the necessary expertise/competency in the field of humanitarian assistance, development, human rights and advocacy work, communication, finances, political analysis and experience in ecumenical cooperation. It will be elected taking into account gender balance and regional representation. The general secretary serves as ex-officio member of the Governing Board.

To serve on the Governing Board, the candidate must be of Christian faith and demonstrate active engagement in the life of the alliance prior to being nominated to the Governing Board. The engagement model furthermore prioritises principles of engagement and capacity over regional representation. Candidates for Moderator or Vice-Moderator must have the necessary qualifications to moderate and lead the Governing Board and represent the alliance.

The composition of the Governing Board should include at least:

Global Bodies (permanent seats): • 1 WCC Representative • 1 LWF Representative, due to its historical relationship as a parent organisation of ACT Alliance

Regional Representation: • 3 from Africa • 3 from Asia • 3 from Western Europe • 1 from Eastern and Central Europe • 3 from Meso America, South America and the Caribbean • 2 from North America (USA and Canada) • 1 from the Pacific nations, Australia and Aotearoa New Zealand • 1 from the Middle East • 1 from Global members

Youth representation: • 2 seats assigned to Youth

Criteria for Selection of Governing Board Members:

• The individual nominee must be employed/or on the board of a member organisation. • The individual nominee has engaged2 in the life of the alliance.

2 Engagement in the life of the alliance at an individual level could include examples such as personal engagement in communities of practice, reference groups, governance bodies, forum coordination, etc.

SECRETARIAT: 150, route de Ferney, P.O. Box 2100, 1211 Geneva 2, Switz. TEL.: +4122 791 6434 – FAX: +4122 791 6506 – www.actalliance.org 4

ACT Alliance By-laws – revised 2020

• ACT Alliance member must have demonstrated engagement3 in the life of the alliance. • The individual nominee preferably has prior experience at senior staff, management or governance level. • The individual nominee has relevant expertise/competency in at least three of the following fields: advocacy, development, humanitarian, communication, finance, fundraising, political analysis or experience in ecumenical cooperation. • The individual nominee is well connected with the alliance members and the ecumenical structures in the respective region. • The individual nominee must be proficient in English, both spoken and written, and be able to communicate with Governing Board members and other relevant stakeholders during and in between meetings without the support of interpreters and must be able to read English documents. • Female candidates who fulfil these requirements are strongly encouraged to apply. • Willingness to serve as moderator, vice-moderator or treasurer an advantage.

The seats for the Youth representatives on the Board will follow a specific criteria as indicated below:

• Have relevant work or volunteer experience as well as commitment related to humanitarian, advocacy and/or development work. • Be active in some level of the ACT/ecumenical network (individual parish/church/organisation related to an ACT member). • Be nominated by an ACT member and be endorsed by the relevant forum. • Be proficient in both written and spoken English. • Have demonstrated youth leadership experience. • Be between the age of 18- 26 at the time of the election. • Come from different regions.

The selection of the people for the permanent seats on the Board differs from that of the other Board members. The World Council of Churches (WCC) and the Lutheran World Federation (LWF) will appoint the most suitable individuals in their organisations to be on the Board. It is noted that generally it is good governance to have a rotation on the Board, but the people occupying permanent seats will not be subject to the limit of terms, unlike the other 20 members of the Board. c. Executive Committee

The Executive Committee supervises the implementation of policy and exercises responsibility for membership and financial decisions between meetings of the Governing Board. The Executive Committee reports to the Governing Board as part of the annual report to the Governing Board and through the sharing of minutes of its meetings to all members of the Governing Board.

The Executive Committee cannot include more than one person from a member organisation. Decisions of the Executive Committee should be reached when possible through consensus.

3 Engagement in the life of the alliance at a member level could include examples such as active participation in a relevant ACT Forum, implementing or funding an ACT Appeal, staff representation in communities of practice, reference groups, governance bodies, hosting of events, providing secondments, etc.

SECRETARIAT: 150, route de Ferney, P.O. Box 2100, 1211 Geneva 2, Switz. TEL.: +4122 791 6434 – FAX: +4122 791 6506 – www.actalliance.org 5

ACT Alliance By-laws – revised 2020

Election to the Executive Committee Balance between the global North and South will be striven for.

Frequency The Executive Committee will meet not less than once a year. d. The Membership and Nominations Committee

The Membership and Nominations Committee advises on membership issues and prepares slates for election to the Governing Board.

Membership functions The Membership and Nominations Committee will advise the Governing Board regarding membership. In particular, it will undertake the following functions: a) Develop appropriate procedures for membership applications and sanctions, and inform the Governing Board of issues arising out of these mechanisms. b) Screen all applications for membership and make recommendations to the Governing Board as to whether organisations applying for membership should be accepted. c) Receive and respond to complaints about members, following procedures agreed by the Governing Board. d) Make recommendations to the Governing Board on any specific sanction which needs to be taken against a member, according to the agreed procedure.

Nominations functions To prepare nomination slates for all elections to the Governing Board and Executive Committee. The basis for the slate shall be the balances outlined under composition for both the Governing Board and Executive Committee.

If a member of the Membership and Nominations Committee wishes to stand for election for a position on the Governing Board they must resign from the committee and be replaced by another member of the general assembly.

Frequency The Membership and Nominations Committee will meet as required, usually by tele-visual or other electronic or virtual means in which the participants can communicate simultaneously. The committee will convene at the beginning of both general assembly and Governing Board to prepare relevant slates for election. e. Guiding Principles for all Nominations and Elections within the ACT Alliance

1. Opportunities for participation of as many as possible ACT Alliance members should be sought for by the Membership and Nominations Committee. A person has to be nominated by his/her organisation and approved/endorsed by the applicable national and/or regional forum. Once elected, the person represents the region as a whole.

SECRETARIAT: 150, route de Ferney, P.O. Box 2100, 1211 Geneva 2, Switz. TEL.: +4122 791 6434 – FAX: +4122 791 6506 – www.actalliance.org 6

ACT Alliance By-laws – revised 2020

2. All nominations and elections should be based on the necessary competencies of anyone being nominated. 3. Membership on the Governing Board, Executive Committee or advisory group will terminate if a person terminates their employment/association with that member organisation. If a person resigns from his/her position on the Governing Board, the region from which the person comes will be asked to nominate a replacement. A procedure will be established for the region to nominate the replacement. 4. The Membership and Nominations Committee when proposing a slate of candidates will, as much as possible, aim for balance based on gender, church/specialised ministry, geography and professional competencies. 5. Nominees must have sufficient English language skills to communicate with their respective board/committee/advisory group in and in between meetings without the support of interpreters and to read English documents.

Article 6 – ACT Alliance Advisory, Coordination and Management Structure a. Advisory Groups

The Governing Board may appoint advisory groups, which are not part of the governance structure, to serve the Governing Board or Executive Committee. It may delegate authority to set up such structures to the general secretary as per relevant policies set by the Governing Board. Membership of the groups will be from the membership and may include members of the Governing Board or Executive Committee. Prior to establishing an advisory group, funding would need to be assured to cover its costs. The role and functions of advisory structures will be guided by relevant policies set by the Governing Board.

Such advisory groups may include:  A finance committee. b. National and Regional Forums

National and regional forums will play a crucial role in the two-way communication between members and the governance of the alliance. Members of the Governing Board and Executive Committee will be expected to bring input from members in the region they represent to meetings and then report back to the regions through the national and regional forums.

The role and functions of the national and regional forums will be guided by relevant policies set by the Governing Board. c. The ACT Alliance Secretariat

There will be a secretariat led by a general secretary who is accountable to the Governing Board. The general secretary will be the prime spokesperson for the ACT Alliance.

The ACT Alliance secretariat will work with its members to realise the objectives and functions of the ACT Alliance including:

SECRETARIAT: 150, route de Ferney, P.O. Box 2100, 1211 Geneva 2, Switz. TEL.: +4122 791 6434 – FAX: +4122 791 6506 – www.actalliance.org 7

ACT Alliance By-laws – revised 2020

1. Developing the capacity of its members so that they deliver high quality and effective development and advocacy programmes and can respond quickly and effectively to emergency situations. 2. Promoting cooperation of its members in their development, humanitarian and related advocacy work through national and/or regional forums, specific global initiatives, and other means. 3. Facilitating the emergency response of members through coordinated appeals and implementation of assistance through national or regional forums (wherever possible). 4. Promoting strict adherence to the Code of Good Practice for ACT Alliance and to other codes and standards to which ACT Alliance is a signatory. 5. Promoting the visibility of the ACT Alliance through coordinated communications and ensuring adherence to the ACT Alliance branding policy. 6. Actively engaging in international debates and initiatives on development, humanitarian and advocacy issues.

Amendments to the By-laws were approved by the Governing Board in December, 2020 with immediate effect.

Signed by Birgitte Qvist-Sørensen, ACT Alliance Governing Board Moderator and Tegwende Léonard Kinda, ACT Alliance Vice-Moderator.

SECRETARIAT: 150, route de Ferney, P.O. Box 2100, 1211 Geneva 2, Switz. TEL.: +4122 791 6434 – FAX: +4122 791 6506 – www.actalliance.org 8